AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT NO. 3, dated as of February 26, 2014 (this “Amendment”), to the Third Amended and Restated Term Loan Agreement, dated as of May 19, 2011 (as amended by Amendment No. 1 thereto, dated as of February 21, 2013, Amendment No. 2 thereto, dated as of August 19, 2013 and the Incremental Amendment, dated as of August 19, 2013, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Company”) as borrower, Citicorp USA, Inc., as Administrative Agent and Collateral Agent (as each such term is defined in the Credit Agreement) and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).

WHEREAS, on the Amendment No. 3 Effective Date (as defined below), the Company intends to create a new tranche of term loans in an aggregate principal amount of $675 million (the “Replacement Term Loan Facility”), which will be incurred by the Company in order to replace and/or refinance the Initial Term Loans, which mature on November 19, 2017, outstanding immediately prior to the effectiveness of this Amendment (the “Existing Initial Term Loans”);

WHEREAS, subject to the terms and conditions set forth herein, each Lender hereto that has delivered a signature page agreeing to the “Cashless Settlement Option” as provided on such signature page (each such Lender being a “Continuing Lender”) has agreed to convert on the Amendment No. 3 Effective Date all of its outstanding Existing Initial Term Loans into Replacement Term Loans (as defined below) (such converted Existing Initial Term Loans, the “Converted Term Loans” and any such conversion of Existing Initial Term Loans into Replacement Term Loans being referred to herein as a “Term Loan Conversion”).  To the extent not all Existing Initial Term Loans are converted into Replacement Term Loans, each Person that has delivered a signature page hereto as an additional Lender (each an “Additional Lender” and, together with the Continuing Lenders, the “Replacement Lenders”) has agreed to provide a commitment to provide additional Term Loans (“Additional Term Loans” and, together with Converted Term Loans, “Replacement Term Loans”) in a principal amount set forth on such signature page sufficient so that, when aggregated with the commitment of each other Additional Lender to provide Replacement Term Loans and the aggregate principal amount of Converted Term Loans, the Replacement Term Loan Facility is fully funded as of the Amendment No. 3 Effective Date (such amount, the “Additional Term Commitment Amount”).  Any Lender holding Existing Initial Term Loans immediately prior to the effectiveness of this Amendment that is not a Replacement Lender is referred to herein as an “Exiting Lender”;

WHEREAS, each Exiting Lender party hereto that has delivered a signature page agreeing to the “Post-Closing Settlement Option” as provided on such signature page (each such Lender being a “Replacement Term Loan Assignee”) has agreed to purchase pursuant to an Assignment and Acceptance on or immediately after the Amendment No. 3 Effective Date from Citibank, N.A., as an Additional Lender (the “Fronting Additional Lender”) Replacement Term Loans in a principal amount not less than the principal amount of the Existing Initial Term Loans held by such Exiting Lender (or such lesser amounts as may be allocated to such Replacement Term Loan Assignee by the Administrative Agent); and

	REVLON CONSUMER PRODUCTS
	CORPORATION
	By:	/s/ Michael T. Sheehan
		Name:	Michael T. Sheehan
		Title:	Senior Vice President, Deputy General Counsel & Secretary